End User License Agreement

This End User License Agreement states the terms and conditions on which Hard Hat Industry Solutions (hereinafter HHIS) will agree to license software product(s) identified on the attached Order Form to Licensee, as well as all future products and/or services that may be ordered by Licensee from HHIS during the term of this Agreement (collectively, the "Licensed Software"). By submitting an Order Form, Licensee agrees to become bound by the terms and conditions of this Agreement as a legally binding agreement between Licensee and HHIS.

1.License and Limitations.

1.1 License Grant. Subject to the terms and conditions of this Agreement, HHIS grants to Licensee a non-exclusive, non-transferable, revocable limited license to access and use the Licensed Software in Executable Code form (that is, the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation) solely for Licensee's internal business purposes in accordance with the limitations set forth herein. For purposes of this Agreement, "Documentation" means any instructions and/or manuals provided to Licensee as part of the software, including without limitation any on-line help screens.

1.2 License Limitations. Licensee acknowledges that the Licensed Software and its structure, organization, and Source Code (the human readable version of the software program that can be compiled into Executable Code) constitute valuable trade secrets of HHIS. Accordingly, Licensee agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Licensed Software; (b) merge the Licensed Software with other software; (c) sublicense, lease, rent, loan, or otherwise transfer the Licensed Software to any third party, (d)  reverse engineer, decompile, disassemble, or otherwise translate or attempt to derive the Source Code for the Licensed Software; (e)  copy or otherwise imitate the look and feel of the displayed Licensed Software; or (f) otherwise use or copy the Licensed Software.

1.3 Licensee's Responsibility of Account Access. It is Licensee's sole responsibility to keep all user names and passwords confidential. Licensee shall be solely responsible for all use of its accounts and passwords and all consequential, indirect, exemplary, special or incidental damages resulting therefrom.

2.License Fees and Payment.
During the initial term of this Agreement, Licensee agrees to pay License Fees to either HHIS or as specified in the Order Form. During any renewal term, Licensee shall pay such license fees as provided in HHIS' or its agent's billing statement.

3.No Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HHIS LICENSES THE LICENSED SOFTWARE AND PROVIDES ANY RELATED SUPPORT SERVICES ("SUPPORT SERVICES") "AS IS" AND WITH ALL FAULTS. WITH RESPECT TO THE LICENSED SOFTWARE AND SUPPORT SERVICES, HHIS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF OR RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR DATA, FREEDOM FROM ERRORS, UNINTERRUPTED OPERATION, NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT, QUIET POSSESSION; NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH LICENSEE. LICENSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE FEES CHARGED AND, THUS, THIS DISCLAIMER SHALL APPLY TO THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW. YOU ARE SOLELY RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ANY BIDS PREPARED USING THE LICENSED SOFTWARE.

4.Limitation of Liability and Remedies.

4.1 Limitation of Liability. EVEN IF HHIS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, IN NO EVENT WILL HHIS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, OR INABILITY TO USE, THE LICENSED SOFTWARE OR THE SUPPORT SERVICES, RELIANCE ON OR USE OF INACCURATE, OUTDATED, OR INCOMPLETE INFORMATION ENTERED IN THE SOFTWARE, OR SOFTWARE CALCULATIONS, AND EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY.

4.2 Remedies. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE OR A THIRD PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT, INDIRECT, OR GENERAL DAMAGES), HHIS' TOTAL CUMULATIVE LIABILITY, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THIS AGREEMENT, THE LICENSED SOFTWARE, AND THE SUPPORT SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID BY LICENSEE DURING THE CURRENT TERM OF THIS AGREEMENT. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT HHIS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY AND AVAILABLE REMEDIES. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

5.Term and Termination.

5.1 Term. The term of this Agreement will begin on the Effective Date and will continue for one (1) month. This Agreement may be renewed for additional one (1) month terms upon Licensee's timely payment of the subsequent month's user fees, at HHIS' then-current rates, as billed by HHIS or its agent.

5.2 Termination. Licensee may terminate this Agreement at any time, with or without cause, upon written notice to HHIS. HHIS may terminate this Agreement, effective immediately upon written notice to Licensee, if (a) Licensee breaches any provision in Section 1.2 and does not cure the breach within ten (10) days after receiving written notice thereof from HHIS, or (b) Licensee breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from HHIS.

5.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease, HHIS will immediately stop providing any Support Services, Licensee's access to the Licensed Software, including without limitation access to any content entered by Licensee, will be immediately disabled, and any Licensee's data may be deleted. Licensee acknowledges and agrees that it shall not be entitled to any refund of previously-submitted or paid License Fees and that such fees were paid voluntarily and for access to the Licensed Software that Licensee obtained prior to such termination. Under no circumstances will HHIS be responsible for lost or inability to access any data due to the termination of this Agreement.

5.3 Survival. This Section 5 and Sections 1.2, 1.3, 2, 3, 4, and 6 will survive expiration or termination of this Agreement for any reason.

6.GENERAL RIGHTS.

6.1 Proprietary Rights. The Licensed Software and Documentation, and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights therein, are the exclusive property of HHIS. All rights in and to the foregoing not expressly granted to Licensee in this Agreement are reserved by HHIS. Licensee shall not remove, alter, or obscure any proprietary notices or labels (including copyright notices) of HHIS.

6.2 Third Party Information. The Licensed Software may include links, hyperlinks, references, third party sites, or information about third parties and/or third party's products or prices (collectively, the "Third Party Information"). HHIS does not have control over or responsibility for such third parties or such Third Party Information, and such third parties are solely responsible for any such content or sites.

6.3 No Maintenance or Support. HHIS is not required to provide any maintenance or support services with respect to the Licensed Software under this Agreement.

6.4 Assignments. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Licensed Software) to any third party (other than Licensee's Affiliates) without HHIS' prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.

6.5 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic mail or such other commercially reasonable method, postage prepaid and signature or return receipt required, to the other party at the address set forth on the Order Form, and will be effective upon receipt or three (3) business days after being deposited in the mail, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.

6.6 Governing Law. This Agreement shall be construed and interpreted in accordance with California law without regard to their conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California, for resolution of any disputes arising out of this Agreement.

6.7 Attorneys' Fees. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

6.8 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

6.9 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

6.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.


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